Version in effect from 10th day of April 2015.
In these Conditions, unless the context otherwise requires:
means in the case of a School User the contract formed by the acceptance of the Order Form (subject to these Conditions) by the Provider and in the case of any other User the contract formed by the completion of the Registration Form on the Provider’s website and subsequent payment of the Subscription Charge;
means the Maths Kingdom app;
means, in relation to a party, any other entity which directly or indirectly controls, is controlled by, or is under direct or indirect common controlwith, that party from time to time;
means a day other than Saturday, Sunday and public holidays;
means the date specified as the commencement date on the Order Form in the case of a School User and in the case of other Users the date that the initial Subscription Charge is paid ;
means these terms and conditions as amended from time to time by the Provider;
‘Cooling off Period’
means the period of 14 days commencing on the date of submitting the Order Form;
‘Data Protection Legislation’
means the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any legislation implementing the Data Protection Directive 95/46/EC of 24 October 1995 or the Privacy and Electronic Communications Directive 2002/58/EC of 12 July 2002;
means any technical specification for the Service and the User Guide;
‘Force Majeure Event’
means any of the following events, without limitation, war, the threat of war, revolution, terrorism, riot or civil commotion, or precautions against any such; strikes, lock outs or other industrial action, whether of the affected Party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; failures of supply of water, power, fuels, transport, equipment or other goods or services; explosion, fire, corrosion, ionising radiation, radioactive contamination; flood, natural disaster, or adverse weather conditions; malicious or negligent act or accident, and breakdown or failure of equipment, whether of the affected Party or others, but does not include, without limitation, inability to pay, over-commitment or market or other circumstances which may make the terms of these Conditions unattractive to either Party;
‘Good Industry Practice’
means, in relation to any undertaking and any circumstances, the exercise of that degree of care and skill which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances;
means any individual who accesses the Services on their home computer for their own personal use.
‘Intellectual Property Rights’
means copyright, patents, know-how, trade secrets, trade marks, trade names, design right, get-up, database right, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case:
whether registered or not;
including any applications to protect or register such rights;
including all renewals and extensions of such rights or applications;
whether vested, contingent or future;
‘Late Payment of Commercial Debts Rate’
means the maximum permitted rate under the Late Payment of Commercial Debts (Interest) Act 1998;
means any reading or exercise to be studied by the User of the Services
that which belongs to any individual home user, school user or private tutor user who has paid the Subscription Charge to obtain access to the Service.
means those persons who are named as users of the Service on behalf of the User and whose details are set out on the Order Form, as the same may be amended from time to time by prior written notice to the Provider;
means the rules or protocols (as amended from time to time) that affect the User’s access or use of the Service contained within the User Guide;
means a 12-month period from the Commencement Date of the Service or any anniversary of it in which the Provider operates the Service to a School User;
means the form for the Services set out in Schedule 1 to these Conditions, to be completed and submitted by the User and which incorporates, by reference, these Conditions;
means either the Provider or the User and Parties means both the Provider and the User;
‘Private Tutor User’
means a tutor who receives a financial reward from 1 to 10 pupils for providing tutoring in mathematics and who is User of the Service;
Maths Kingdom Limited(CRN 08733857) whose registered office is at Trevor Hall Associates 30 Hamilton Road Ashton-In-Makerfield Lancashire WN4 0SU
means any sales, purchase or turnover tax as may be applicable in any relevant jurisdiction, including, without limitation, value added tax chargeable under or pursuant to legislation implementing the EC Sixth Directive (77/388/EEC);
means a school (or other teaching establishment) who uses the Service simply to download the programmes for use in qualified teacher-led lessons within the School;
means the User and account identification codes or numbers, passwords and test keys and other security devices as may be agreed from time to time between the Provider and the User including any username and password selected by the User from time to time;
means the provision of access to the Maths Kingdom website or App for the purpose of downloading mathematics programmes for pupils to assist their understanding of how to solve mathematical problems which can be purchased as individual Sub-levels ;
means any software provided by the provider in performance of the Service;
means the sub-levels set out in Schedule 2 ;
means the arrangement to receive Services from the provider regularly by paying in advance
means the subscription charge for Service set out in Schedule 2 to these Conditions;
means the term set out in Clause 7.1 in the case of School Users or the term set out in Clause 7.2 and in the case of other Users;
means any home, school or private tutor user of the Service who has paid the Subscription Charge to obtain access to the Service ;
means the user guide if any supplied by the Provider containing operating procedures and other instructive information in respect of the use of the Services (as amended from time to time);
unless the context otherwise requires:
- 1.1.1 each gender includes the others and the singular includes the plural and vice versa;
- 1.1.2 references to conditions are to conditions of these Conditions;
- 1.1.3 general words are not limited by example;
- 1.1.4 references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
- 1.1.5 condition headings do not affect their interpretation;
- 1.1.6 references to legislation:
- (a) include any secondary or subordinate legislation made under or pursuant to that legislation; and
- (b) exclude any re-enactment or modification of that legislation made on or after the date of these Conditions to the extent they make any Party’s obligations more onerous;
- 1.1.7 writing includes manuscript, telexes, facsimiles, emails and other permanent forms;
- 2.1 Subject to the User’s payment of the Subscription Charge the User is granted the right to use the Service in accordance with these Conditions.
- 2.2 The Provider must provide the Service to the User in accordance with the terms of these Conditions but it is the responsibility of the User to select the correct subscription package or Sub-level package. Any User who selects a package to which it is not entitled so as to avoid incurring a higher subscription fee will have the Service withdrawn immediately without notice. In that event the Provider reserves the right not to refund any subscription fee paid by the User and to recover from the User the difference between the sum which ought to have been paid by the User and the sum actually paid.
- 2.3 The Provider may provide the User with electronic access to any User Guide it has compiled.
- 2.3.1 The User Guide may only be used in connection with the use of the Service.
- 2.3.2 All Intellectual Property Rights in the User Guide remain vested in the Provider or its licensors at all times, subject to any licence in these Conditions.
- 2.4 The Provider shall either deliver the Security Device to the User or the User may select its own username and password.
- 2.5 The Provider hereby grants the User a non-exclusive, non-transferable licence to use the Software solely for the purpose of accessing and using the Service in accordance with the terms of these Conditions and for no other purpose whatsoever.
- 2.6 Changes to the Service may be notified on the website from time to time.
3 Fees and payment
- 3.1 In consideration of the use of the Service, the User shall pay to the Provider the Subscription Charge for each Operating Year or monthly as appropriate in advance in accordance with the fee structure and time for payment set out in Schedule 2. Time shall be of the essence in respect of payment of the Subscription Charge.
- 3.2 All Fees must be paid in pounds sterling via Paypal or in the case of a School User within fourteen (14) days after the date of receipt by the School User of the relevant invoice from the Provider. The Provider then has 14 days to process the information received from the School User and payment of the invoice.
- 3.3 Payment should be made by bank transfer to the bank details set out on the invoice.
- 3.4 The Provider reserves the right to refuse to provide or cancel the Service immediately if the User fails to pay the Subscription Charge in accordance with the terms of this Agreement.
- 3.5 If the Provider provides, at the request of the User, any advisory or other services in connection with the Service, the User shall become liable to pay for such services at the Provider’s current rates for those services.
- 3.6 If any Sales Tax is properly chargeable in respect of any supply made by the Provider under these Conditions, the User shall pay the amount of that Sales Tax to the Provider.
- 3.7 Without limiting condition 3.1, each amount stated as payable by the User under this agreement is exclusive of Sales Tax (if any) and is to be construed as a reference to that amount plus any Sales Tax in respect of it.
- 3.8 The Provider shall be entitled to suspend the provision of the Services for the duration of any period in which the payment of Fees is overdue and it shall not be obliged to repay any portion of the Subscription Charge paid in advance for any period in which the Provider suspends the Service.
- 3.9 The Provider shall give to the User not less than thirty (30) days’ written notice prior to the anniversary of the Commencement Date in each Operating Year of any change in the Fees by posting a note of the price increases on its website..
- 3.10 Where sums due under this Agreement are not paid in full by the due date, the Provider shall be entitled to charge interest on such sums at the statutory interest rate as defined by the Late Payment of Commercial Debts (Interest) Act 1998 where the User is a business or otherwise at the rate of 8% per annum.
- 3.11 Interest will:
- 3.11.1 accrue on a daily basis; and
- 3.11.2 apply from the due date for payment until actual payment in full, whether before or after judgment.
- 4.1 The User will each take all necessary measures to comply with the security measures agreed in writing by the Provider from time to time and notified to the User and will keep its username and password strictly confidential at all times.
- 4.2 The School User will be issued with a password by the Provider upon first log in. The User is then required to change this password immediately.
- 4.3 The User will co-operate with any investigation relating to security that is carried out by or on behalf of the Provider.
- 4.4 The User will take all necessary measures to ensure that each Associate accessing the Service directly or indirectly complies with the security measures agreed in writing by the Provider from time to time and notified to the User. For the avoidance of doubt for Private Tutor Users and School Users there shall be no access to the Service directly by any pupil.
5 Undertakings by the User
- 5.1 The User, for itself and on behalf of each Associate,undertakes in favour of the Provider as follows:
- 5.1.1 not to copy, duplicate or in any way reproduce the Documentation or any other manuals or documents provided by the Provider nor any password or username used by a User from time to time in connection with the Service, nor knowingly to permit the same, without the prior written consent of the Provider;
- 5.1.2 not, without the prior written consent of the Provider, to disclose the Documentation or any other manuals and documents provided by the Provider in connection with the Service nor make them available in any way to any third party other than, on a need-to-know basis, to employees of the User, Associates or its subcontractors who agree in writing to be bound by the provisions of this sub-paragraph and to take all reasonable precautions to prevent any unauthorised disclosure;
- 5.1.3 to effect and maintain reasonable security measures to safeguard the Security Device, the Software including its source code and any other operating manuals and documents provided by the Provider under these Conditions from access or use by any third party or unauthorised employees of the User;
- 5.1.4 to notify the Provider promptly of any unauthorised disclosure, use or copying of any other operating manuals and documents provided by the Provider in connection with the Service, of which the User has notice;
- 5.1.5 not to remove, suppress or modify in any way any proprietary markings including any trade mark or copyright notice on the App;
- 5.1.6 to be solely responsible for providing and maintaining all computer equipment and software and telecommunications connectivity necessary for the User to access the Service;
- 5.1.7 not to re-sell, re-market or otherwise distribute any portion of the Service or offer the Service to others other than in accordance with the Operating Rules or unless specifically permitted in writing by the Provider;
- 5.1.8 to be solely responsible for any data submitted by the User to the Provider in connection with the Service;
- 5.1.9 to be responsible for and at its own cost:
- (a) obtain and maintain all necessary permissions, consents and licences to enable it to use the Service in the countries in which the User accesses the Service;
- (b) comply with all applicable conventions and codes of practice and all applicable laws, regulations, and other similar forms of legislation in all relevant jurisdictions that may relate to the User’s use and access of the Service;
- 5.1.10 to take all reasonable precautions to ensure that Data supplied to the Service is:
- (a) accurate; and
- (b) is free from viruses by scanning the Data in accordance with Good Industry Practice.
- 5.2 The Provider does not guarantee that its site will be secure or free from bugs or viruses.
- 5.3 The User is responsible for configuring its information technology, computer programmes and platform in order to access the Provider’s site and should use its own virus protection software.
- 5.4 The User must not misuse the Provider’s site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. The User must not attempt to gain unauthorised access to the Provider’s site, the server on which the Provider’s site is stored or any server, computer or database connected to the Provider’s site. The User must not attack the Provider’s site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, the User will commit a criminal offence under the Computer Misuse Act 1990 and the Provider will report any such breach to the relevant law enforcement authorities and will co-operate with those authorities by disclosing the User’s identity to them. In the event of such a breach, the User’s right to use the Provider’s site will cease immediately.
- 5.5 The User shall, at its own cost, be responsible for obtaining (or obtaining relief from any requirements for) all regulatory approvals which the User is required to obtain. The Provider shall provide all reasonable assistance to the User in that regard.
- 5.6 The User shall maintain procedures to facilitate reconstruction of any lost Data and the User agrees that the Provider will not be liable under any circumstances for any consequences arising from lost or corrupted data or files which would not have been lost if such procedures had been maintained.
- 5.7 The User is solely responsible for carrying out all necessary back up procedures for its own benefit to ensure that data integrity can be maintained in the event of loss of data for any reason.
- 5.8 The User shall only access Lessons through the website or App and shall delete the workbook file from their computer once this has been downloaded. The work may not be accessed again once the programme has been closed down.
- 5.9 The User must allow the Service programme to close properly before they close down their computer.
- 5.10 The workbook must be deleted off the User’s computer once it has been closed down, whether or not Lessons have been downloaded.
6 Data processing
- 6.1 The User will provide the Provider with the data and such instructions and other information as the Provider reasonably needs to perform the Services. The User warrants that it has Microsoft Excel 2010 or later on their computer in which case the programmes will run on Windows 8 and 7 and on Microsoft Office 2011 for MAC to provide a suitable platform for the Service to operate and accepts that the Provider has no liability due to the User’s failure to have this platform.
- 6.2 The Provider will:
- 6.2.1 process the data and other information supplied by the User solely to provide the Services under these Conditions and in accordance with the User’s lawful and reasonable written instructions;
- 6.2.2 comply with its obligations under the Data Protection Legislation concerning the implementation of appropriate organisation and technical security measures to safeguard the data;
- 6.2.3 not disclose the data or other information supplied by the User to any third party other than other registered users of the Service or on the User’s written instructions or as required by law;
- 6.2.4 maintain suitable back-up facilities for the data at no cost to the User; and
- 6.2.5 immediately forward to the User communications from data subjects, regulatory bodies and other third parties concerning the data and not respond to or act on such communications without the User’s prior agreement.
- 7.1 Where the User is a School, this Agreement commences on the Commencement Date, and unless terminated earlier in accordance with the terms of these Conditions, remains in force for one year and will continue thereafter from year to year unless and until the User gives the Provider at least 60 days’ written notice of termination such notice to expire at the end of the first anniversary and thereafter on any anniversary of subsequent years. Where the Agreement is not terminated by giving the requisite notice, payment for the second or subsequent year must be paid within 14 days from the date of the first or subsequent anniversary. Schools may also pay via Paypal.
- 7.2 For Users other than Schools, this Agreement commences on the date that the initial Subscription Charge is paid, and unless terminated earlier in accordance with the terms of these Conditions, remains in force and will continue from month to month unless and until the User cancels its subscription to the Service or cancels the recurring direct debit instruction to Paypal by which the Subscription Charge is normally made.
- 7.3 A Home User may cancel the service within the Cooling off Period provided that notice of cancellation is given to the Provider by email to the following email address: firstname.lastname@example.org. However if the User has requested the Provider to provide the Service immediately without waiting for the expiry of the Cooling off Period then the User agrees that it has waived its right to cancel the Service and no refunds will be payable to the User.
8 Intellectual Property Rights
- 8.1 The User for itself and on behalf of each Associate acknowledges that all Intellectual Property Rights in the Service including the Software, the Documentation and all related manuals as between the Provider and the User are and shall at all times remain the property of the Provider. No rights to or property in the Service shall pass to the User. No right to modify, adapt or create derivative works from the Service or any part of it is granted to the User or any Associate.
- 8.2 The Provider grants to the User and its Associates, where relevant, a licence to use the Software and Documentation for and to the extent required by it or them to enjoy the Services only for the term of this Agreement and subject to these Conditions.
- 8.3 If any action or proceeding is brought against the User or any Associate in respect of any alleged infringement of any Intellectual Property Right in respect of the Service by a third party, or against the Provider in respect of any alleged infringement or any Intellectual Property Right (in each case, an IPR Claim) then the Provider or User, as appropriate shall indemnify the other Party from and against all costs, damages, liabilities, and losses agreed to be paid by way of settlement or compromise by, or finally awarded against the other Party as a result of or in connection with an IPR Claim provided that:
- 8.3.1 the indemnified Party shall notify the other Party in writing of any such allegation or claim within 5 Business Days after becoming aware of the same;
- 8.3.2 the indemnified Party shall make no verbal or written admission relating to the IPR Claim without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed; and
- 8.3.3 the indemnifying Party (or any person nominated by it) shall at its own expense be entitled to conduct and/or settle all negotiations and litigation so arising and the indemnified Party shall at the other Party’s expense give to the other Party (or any person nominated by it) such reasonable assistance in connection therewith as the indemnifying Party from time to time may reasonably request.
- 8.4 In the event of any claim or allegation in respect of breach of any Intellectual Property Rights being made in respect of the Service, the Provider may:
- 8.4.1 obtain the right for the User to continue using the Service in the manner permitted under these Conditions; or
- 8.4.2 modify the Service so as to avoid the alleged infringement provided that such modification shall not, in the reasonable opinion of the User, materially detract from the overall performance of the Service.
9 Warranties and undertakings
- 9.1 The Provider hereby warrants to the User that it will provide the Service and will use its reasonable endeavours to correct any failure of the Services to perform.
- 9.2 The Provider hereby further warrants that it has the right to grant access to the Service to the User on the terms of these Conditions.
- 9.3 The Provider undertakes to the User
- 9.3.1 that it will provide the Service in a timely, professional and efficient manner;
- 9.3.2 it will follow its normal procedures and processes and act in accordance with Good Industry Practice to test for viruses contained in or introduced into the App and act in accordance with Good Industry Practice to prevent viruses from being introduced into or remaining within the App;
- 9.3.3 it will at all times comply with the provisions of the Data Protection Legislation;
- 9.3.4 it has and will maintain in force at all relevant times, all licences, permit and consents necessary to provide the Service and perform its obligations as appropriate in accordance with the terms of this agreement; and
- 9.3.5 it is and will at all relevant times remain in compliance with all applicable laws, statutes, regulations and codes of practice.
- 9.4 Without prejudice to any other provision of these Conditions, if the Provider receives written notice from the User of any breach by the Provider of any of the warranties contained in this condition 9, the Provider must, at its own expense, remedy that breach as soon as reasonably practicable after receiving that notice, failing which, the User may pursue any rights or remedies available to it.
- 9.5 The Provider will not be liable for any deficiency in the Service attributable to operator error, deficiencies or errors relating to any third party component not provided by the Provider or third party connectivity including a hosting service necessary to access the Service. When notifying a defect or error the User must (so far as it is able) provide the Provider with one or more documented examples of such defect or error.
- 9.6 The Provider will have no obligation under this condition 9 to the extent a claim is based on use of the Services in a manner inconsistent with this agreement or as a result of negligence or wilful misconduct of the User.
- 10.1 The User must provide, at its own cost, all telecommunication services, computers, tablets and other equipment or services necessary e.g. anti-virus software or a firewall to enable it to have access to the Service. The User must comply with all rules and regulations that apply to the communication means by which the User obtains access to the Service.
- 10.2 The User on its own behalf and on behalf of each Associate acknowledges that it will comply with the Operating Rules for the conduct of the Service and which is necessary for the orderly and efficient provision of the Service to Users and its Associates.
11 Rights and liabilities
- 11.1 The Provider may subcontract the performance of any or all of its duties and obligations under these Conditions as it shall in its absolute discretion consider necessary or expedient, provided that the Provider remains liable for the acts and omissions of those subcontractors as if they were its own.
- 11.2 The liability of the Provider to the User in respect of all claims, losses or damages, whether arising from contract, tort (including negligence) or otherwise under or in connection with these Conditions arising in the Term or in any Operating Year (where, for a series of connected claims, the Operating Year in question shall be the Operating Year of the first event giving rise to a claim), shall in no event exceed the aggregate of all Fees paid by the User in that period and payable for Services delivered by the Provider in that period.
- 11.3 Subject to conditions 11.2 and 11.4, the Provider will not be liable to the User for:
- 11.3.1 any indirect, special or consequential loss or damage; or
- 11.3.2 any loss of profits, turnover, data, business opportunities, anticipated savings or damage to goodwill (whether direct or indirect).
- 11.4 Neither Party limits its liability for:
- 11.4.1 death or personal injury caused by its negligence, or that of its employees, agents or sub-contractors (as applicable); or
- 11.4.2 fraud or fraudulent misrepresentation by it or its employees.
- 12.1 Without prejudice to its other rights and remedies either Party may, by written notice to the other (the Breaching Party), terminate these Conditions, with immediate effect, upon or at any time following the occurrence of one or more of the following events:
- 12.1.1 the Breaching Party is in material or persistent breach of any of its obligations under these Conditions and either that breach is incapable of remedy, or the Breaching Party has failed to remedy that breach within 10 Business Days after receiving written notice requiring it to remedy that breach; or
- 12.1.2 the Breaching Party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that the Breaching Party’s conduct is inconsistent with the Breaching Party having the intention or ability to give effect to the terms of this agreement; or
- 12.1.3 the Breaching Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986); or
- 12.1.4 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of the Breaching Party; or
- 12.1.5 an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Breaching Party; or
- 12.1.6 a floating charge holder over the assets of the Breaching Party has become entitled to appoint or has appointed an administrative receiver; or
- 12.1.7 a person becomes entitled to appoint a receiver over the assets of the Breaching Party or a receiver is appointed over the assets of the Breaching Party; or
- 12.1.8 the Breaching Party, being an individual, is the subject of a bankruptcy petition or order; or
- 12.1.9 a creditor or encumbrancer of the Breaching Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the Breaching Party’s assets and such attachment or process is not discharged within 14 days.
- 12.2 Notwithstanding the termination of the Agreement, the User shall remain liable to pay to the Provider all sums accrued due on or prior to the date of termination.
- 12.3 Within a reasonable period after termination of the Agreement (and in any event within 60 days of termination), howsoever occurring, the User must return to the Provider all manuals and documents belonging to the Provider together with all copies thereof and delete the Service programme and related software from its equipment and will certify in writing to the Provider that all actions required under this clause 12.3 have been duly carried out.
- 12.4 The App or website is not suitable or designed for Users in the USA. If you are a USA user and have subscribed for the Service in error you must inform us within 7 days of purchase so that we may refund any subscription charges you have paid.
- 13.1 Each Party shall keep confidential all information of the other party relating to the Service, the contents of these Conditions, or the business of the other Party. For the purposes of this condition, any data provided by the User to the Provider shall be deemed to be confidential information of the User and shall not be disclosed save as contemplated by these Conditions and the provisions of the Service. The provisions of this condition shall not apply to:
- 13.1.1 any information which was in the public domain at the Commencement Date;
- 13.1.2 any information which comes into the public domain subsequently other than as a consequence of any breach of these Conditions;
- 13.1.3 any disclosure required by law or a Competent Authority or otherwise by the provisions of these Conditions; or
- 13.1.4 any data which a User designates as public information.
- 13.2 The foregoing confidentiality obligations shall remain in full force and effect notwithstanding the expiry or earlier termination of the Agreement.
14 Force Majeure
- 14.1 A Party will not be liable if delayed in or prevented from performing its obligations under these Conditions due to a Force Majeure Event, provided that it:
- 14.1.1 promptly notifies the other of the Force Majeure Event and its expected duration, and
- 14.1.2 uses reasonable endeavours to minimise the effects of that event.
- 14.2 If, due to a Force Majeure Event, a Party
- 14.2.1 is unable to perform a material obligation, or
- 14.2.2 is delayed in or prevented from performing its obligations for a continuous period of more than 90 days,
- the Parties will, within 30 Business Days, renegotiate these Conditions to achieve, as near as possible, its original commercial intent.
- 15.1 Compliance with law
- Each Party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties under these Conditions, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither Party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other Party or its employees, agents and representatives.
- 15.2 Relationship
- The Parties are independent parties and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
- 15.3 Survival
- Provisions which by their terms or intent are to survive termination hereof will do so.
- 15.4 Variation
- The Provider may vary Conditions by giving 1 months’ prior notice to the User, either directly or by email or by means of a notice within the Service by any log-in banner or similar prominent means.
- 15.5 Severability
- If any provisions in these Conditions are held by a court or tribunal of competent jurisdiction to be void or unenforceable, but would be valid and enforceable if certain words were deleted or the length of the period reduced, such provisions will apply with such modification as required to make them valid and enforceable.
- 15.6 Waiver
- Failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of these Conditions shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of these Conditions.
- 15.7 Notices
- 15.7.1 Notices under these Conditions will be in writing and sent to the person and address in condition 15.7.2. They may be given, and will be deemed received:
- (a) by first-class post: 2 Business Days after posting;
- (b) by airmail: 7 Business Days after posting;
- (c) by hand: on delivery;
- (d) by facsimile: on receipt of a successful transmission report from the correct number;
- (e) by e-mail: on receipt of a delivery or read return mail from the correct address.
- 15.7.2 Notices, other than those under conditions 15.7.1 (d) and (e) will be sent:
- (a) to the Provider at: Maths Kingdom Limited (CRN 08733857) whose registered office is at Trevor Hall Associates 30 Hamilton Road Ashton-In-Makerfield Lancashire WN4 0SU, and
- (b) to the User at the address provided on the Order Form.
- 15.8 Equitable relief
- Each Party recognises that its breach or threatened breach of these Conditions may cause the other irreparable harm, and that the other may therefore be entitled to injunctive or other equitable relief.
- 15.9 Mitigation
- In respect of any indemnity given by either Party under these Conditions, the Party that receives the benefit of the indemnity shall take all reasonable steps so as to reduce or mitigate the loss covered by the indemnity.
- 15.10 Rights of third parties
- For the purposes of the Contracts (Rights of Third Parties) Act 1999, these Conditions are not intended to and do not give any person who is not a party to them any right to enforce any of the provisions. However, this does not affect any right or remedy of such a person that exists or is available apart from that Act.
16 Dispute resolution
- 16.1 The Parties shall attempt in good faith to negotiate a settlement to any dispute between them arising out of or in connection with these Conditions within sixty (60) Business Days of either Party notifying the other of the dispute.
- 16.2 Nothing in this dispute resolution procedure shall prevent the Parties from seeking from any court of competent jurisdiction an interim order restraining the other Party from doing any act or compelling the other Party to do any act.
- 16.3 The obligations of the Parties under these Conditions shall not cease, or be suspended or delayed by the reference of a dispute to arbitration and each Party, its subcontractors and their officers, employees and agents shall comply fully with the requirements of these Conditions at all times.
17 Governing Law
These Conditions and any Agreement are governed by the law of England and Wales. The Parties submit to the exclusive jurisdiction of the courts of England and Wales.
18 Entire agreement
- 18.1 Any Agreement shall incorporate these Conditions to the exclusion of all others. These Conditions and the Order Form, together with the documents referred to in them, constitute the entire agreement and understanding between the Parties in respect of the matters dealt within it and supersede, cancel and nullify any previous agreement between the Parties in relation to such matters notwithstanding the terms of any previous agreement or arrangement expressed to survive termination.
- 18.2 Each of the Parties acknowledges and agrees that in entering into the Agreement, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking (whether negligently or innocently made) other than as expressly set out in these Conditions and any document referred to in them. The only remedy available to either Party in respect of any such statements, representation, warranty or understanding shall be for breach of contract under the terms of these Conditions.
- 18.3 Nothing in these Conditions shall operate to exclude any liability for fraud.
(a) Name of School: ………………………………………………………………………………
(b) School Address ………………………………………………………………………………
(c) Commencement Date ………/………/………
An Initial Period of 1 year from the Commencement Date and thereafter from year to year unless terminated earlier in accordance with the terms of the Agreement.
(e) Named Users of the Service
|Name||Position||School Email||Personal Email|
I confirm that I am authorised by the School to sign on its behalf and confirm that I have read, understood and agree that these terms and no others shall constitute the terms of this contract:
Print Name …………………………………………..…………………..…………………..
Position held within School …………………………………………..…………………..…………………..
Please send to email@example.com
|Status||Subscription Charge||When payable|
|Private tutor User||£30||Monthly|
Cost of individual sub-levels for School Users:
|Shape & Measure||£200||Annually|